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Sub -Agreement between RSCCD and City of Santa Ana <br />15, nsurance <br />The Parties are self-insured public entities for the purposes of professional liability, general <br />liability and workers' compensation, Each Party warrant that through its program of self- <br />insurance it has adequate liability, general liability and workers' compensation to provide <br />coverage for liabilities arising out of the Parties performance of this contract. <br />16. Mutual Indemnification <br />Both Parties to this Agreement shall agree to defend, indemnify, and hold harmless the other <br />Party, its officers, agents, employees, and volunteers, from and against all loss, cost, and <br />expense arising out of any liability or claim of liability, sustained or claimed to have been <br />sustained, arising out of activities, or the performance or nonperformance of obligations <br />under this Agreement, of the indemnifying Party, or those of any of its officers, agents, <br />employees, or volunteers. The provisions of this Article do not apply to any damage or <br />losses caused solely by the negligence of the non -indemnifying Party or any of its agents or <br />employees, <br />17. Termination <br />Either Party may terminate this Agreement, with or without cause upon thirty (30) days <br />written notice served upon the other Party. Notice shall be deemed served on the date of <br />mailing. Upon termination, or notice thereof, the Parties agree to cooperate with one another <br />in the orderly transfer of contract responsibilities, records, and pertinent documents. <br />The obligations of RSCCD under this Agreement are contingent upon the availability of <br />State funds, as applicable, for the reimbursement of SUBCONTRACTOR expenditures, and <br />inclusion of sufficient funds for the services hereunder in the budget approved by the <br />RSCCD Board of Trustees each fiscal year this Agreement remains in effect. In the event <br />that such funding is terminated or reduced, RSCCD shall provide SUBCONTRACTOR with <br />written notification of such determination. <br />18. Disputes <br />In the event of a dispute between the Parties, the aggrieved Party shall notify the other Party <br />and provide a detailed description of the alleged problem. The Parties agree to use reasonable <br />efforts to resolve such dispute by good faith negotiations and mutual agreement. In the event <br />such informal resolution is not successful within a reasonable period of time, the Parties <br />hereby agree that such dispute will be resolved in the manner specified below. <br />Except as otherwise provided in this Agreement, any dispute concerning any question arising <br />under this Agreement shall be decided by RSCCD and/or the PRIME SPONSOR. In such a <br />case, the decision shall be reduced to writing and a copy thereof shalt be mailed or otherwise <br />furnished to SUBCONTRACTOR. The decision shall be final and conclusive unless within <br />thirty (30) calendar days from the mailing or delivery of such copy, RSCCD receives from <br />SUBCONTRACTOR a written request to appeal said decision. Pending final decision of the <br />appeal, SUBCONTRACTOR shall act in accordance with the written decision of RSCCD or <br />the PRIME SPONSOR, whichever is the final arbiter of the dispute. The handling of non- <br />criminal complaints, including discrimination complaints, and complaints and reports of <br />Agreement #DO -17-2058-01 Basic Skills & Student Outcomes Transformation Program <br />Grant #15-068-035 Page 4 of 8 <br />